SecProbe.io

CORRESP
 1
 filename1.htm

 August
22, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re: CSLM Digital
Asset Acquisition Corp III, Ltd

 Registration
Statement on Form S-1, as amended

 Filed
on June 18, 2025

 File
No. 333-288156

 Acceleration
Request

 Requested
Date: August 26, 2025

 Requested
Time: 4:00 p.m., New York Time

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the " Act "), Cohen & Company
Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the several underwriters, hereby joins CSLM
Digital Asset Acquisition Corp III, Ltd in requesting that the Securities and Exchange Commission take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-288156) (the " Registration Statement ") to become
effective on August 26, 2025, at 4:00 p.m., New York time, or as soon as practicable thereafter.

 Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus,
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, in connection with the above referenced proposed offering.

 [ Signature
Page Follows ]

 Very truly yours,

 COHEN & COMPANY CAPITAL MARKETS,

 A DIVISION OF COHEN & COMPANY SECURITIES, LLC

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director; Head of Capital Markets

 cc: Charles Cassel
III (CSLM Digital Asset Acquisition Corp III, Ltd)

 Alexandria
E. Kane (Loeb & Loeb LLP)

 Jeffrey
Selman, Esq. (DLA Piper LLP (US))

 Elena
Nrtina, Esq. (DLA Piper LLP (US))

 [Signature Page to Acceleration Request]

CORRESP
 1
 filename1.htm

 CSLM
Digital Asset Acquisition Corp III, Ltd

 2400
E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308
Telephone: (954) 315-9381

 August
22, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 CSLM Digital Asset Acquisition Corp III, Ltd (the
 "Company")

 Registration Statement on Form S-1, as amended
Filed on June 18, 2025

 (File No. 333-288156) (the "Registration Statement")

 Ladies
and Gentlemen:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of
effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Eastern time,
on August 26, 2025, or as soon thereafter as practicable.

 The
Company hereby acknowledges that:

 ●
 Should
 the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority, declare
 the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
 Statement;

 ●
 The
 action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
 does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
 and

 ●
 The
 Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
 or any person under the federal securities laws of the United States.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel,
Loeb & Loeb LLP.

 [ Signature
page follows ]

 Very truly yours,

 CSLM Digital Asset Acquisition Corp
 III, Ltd

 /s/ Vikas Mittal

 Name:
 Vikas Mittal

 Title:
 Chief Financial Officer

<DOCUMENT>
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<TEXT>
 July 30, 2025

Charles T. Cassel , III
Chief Executive Officer
CSLM Digital Asset Acquisition Corp III, Ltd
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308

 Re: CSLM Digital Asset Acquisition Corp III, Ltd
 Amendment No.2 to Registration Statement on Form S-1
 Filed July 22, 2025
 File No. 333-288156
Dear Charles T. Cassel III:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe the comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our July 18,
2025 letter.

Amendment No.2 to Registration Statement on Form S-1 filed July 22, 2025
Prospectus Summary, page 1

1. We acknowledge your response to prior comment 3 and amended disclosure
that the
 term permitted withdrawal refers to withdrawals to cover any
income, franchise or
 excise tax obligations of the Company. On the cover page and wherever
you discuss
 redemptions upon failure to complete a business combination during the
completion
 window, please revise to also note the use of up to $100,000 of interest
to pay
 dissolution expenses, as contemplated by Item 1(k) of the Investment
Management
 Trust Agreement.
 Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
 July 30, 2025
Page 2

matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pamela Long at
202-551-3765
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Giovanni Caruso
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Alex a ndria Kane
 Partner
 345 Park Avenue New York, NY 10154
 Direct 212.407.4017 Main 212.407.4000 Fax 212.937.3943 akane@loeb.com

 July 30, 2025

 Division of Corporation Finance

 Office of Real Estate and Construction

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Kellie Kim

 Isaac Esquivel

 Pearlyne Paulemon

 Pamela Long

 VIA EDGAR

 Re: CSLM Digital Asset Acquisition Corp III, Ltd

 Amendment No.2 to Registration Statement
on Form S-1

 Filed July 22, 2025

 File No. 333-288156

 Ladies and Gentlemen:

 On behalf of our client, CSLM Digital Asset Acquisition
Corp III, Ltd, a Cayman Islands exempted company (formerly known as, CSLM Acquisition Corporation II, Ltd) (the "Company"),
we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " SEC ")
this letter setting forth the Company's response to the comment contained in the Staff's letter dated July 30, 2025 (the " Comment
Letter ") regarding the Company's above-referenced Registration Statement on Form S-1, as amended by Amendment No. 2 (the
" Registration Statement ").

 Concurrently herewith, the Company is submitting
via EDGAR Amendment No. 3 to the Registration Statement (the " Amended Registration Statement "), which reflects the
Company's response to the Comment Letter and certain updated information. For ease of reference, the sole comment contained in the
Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth below
refer to the page numbers in the Amended Registration Statement. All capitalized terms used but not defined in this response letter have
the meanings ascribed to such terms in the Amended Registration Statement.

 July 30, 2025

 Page 2

 Amendment No.2 to Registration Statement on
Form S-1 filed July 22, 2025

 Prospectus Summary, page 1

 1. We acknowledge your response to prior comment 3 and amended disclosure that
the term ‘permitted withdrawal' refers to withdrawals to cover any income, franchise or excise tax obligations of the Company.
On the cover page and wherever you discuss redemptions upon failure to complete a business combination during the completion window, please
revise to also note the use of up to $100,000 of interest to pay dissolution expenses, as contemplated by Item 1(k) of the Investment
Management Trust Agreement.

 RESPONSE: The
Company has revised the disclosure on the cover page and pages 20, 45, 52, 57, 64, 79, 96, 175, 186, 195, and 202 to the Amended Registration Statement in accordance with the Staff's
comment.

 Please do not hesitate to contact
Giovanni Caruso at (212) 407-4866 or Alexandria Kane at (212) 407-4017 at Loeb & Loeb LLP with any questions or comments regarding
this letter.

 Sincerely,

 /s/ Loeb & Loeb LLP

 Loeb & Loeb LLP

 cc:
 Charles T. Cassel III

CORRESP
 1
 filename1.htm

 Alex a ndria Kane
 Partner
 345 Park Avenue New York, NY 10154
 Direct 212.407.4017 Main 212.407.4000 Fax 212.937.3943 akane@loeb.com

 Via EDGAR

 July 22, 2025

 Division of Corporation Finance

 Office of Real Estate and Construction

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Kellie Kim

 Isaac Esquivel

 Pearlyne Paulemon

 Pamela Long

 Re:
 CSLM Digital Asset Acquisition Corp III, Ltd

 Amendment No. 1 to Registration
Statement on Form S-1 Filed July 8, 2025 File No. 333-288156

 Ladies and Gentlemen:

 On behalf of our client, CSLM Digital Asset
Acquisition Corp III, Ltd, a Cayman Islands exempted company (formerly known as, CSLM Acquisition Corporation II, Ltd) (the
"Company"), we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the
" SEC ") this letter setting forth the Company's response to the comments contained in the Staff's
letter dated July 18, 2025 (the " Comment Letter ") regarding the Company's above-referenced Registration
Statement on Form S-1, as amended by Amendment No. 1 (the " Registration Statement ").

 Concurrently herewith, the Company is
submitting via EDGAR Amendment No. 2 to the Registration Statement (the " Amended Registration Statement "), which
reflects the Company's responses to the Comment Letter and certain updated information. For ease of reference, each comment
contained in the Comment Letter is printed below and is followed by the Company's response. All page references in the
responses set forth below refer to the page numbers in the Amended Registration Statement. All capitalized terms used but not
defined in this response letter have the meanings ascribed to such terms in the Amended Registration Statement.

 July 22, 2025 Page 2

 Amendment No.1 to Registration Statement on Form S-1 filed July 8, 2025

 Cover Page

 1.
 We acknowledge your response to prior comment 1 and amended disclosure that the shares redeemed in connection with a charter amendment will not be subtracted from the number of shares used to determine the 25% founder share interest. This disclosure appears to be relevant to the anti-dilution provision of the founder share conversion at the time of the business combination, which is discussed in the subsequent paragraph. Please revise the location of this information accordingly. In addition, please clearly highlight that you will not subtract shares redeemed in a charter amendment, but you will subtract shares redeemed in the business combination in applying the anti-dilution mechanism of the founder share conversion.

 RESPONSE: The Company has revised
the disclosure on the cover page to the Amended Registration Statement in accordance with the Staff's comment.

 2.
 Please revise the statement that as a result of any adjustment to the founder shares by way of their surrender, the percentage of the founder shares will remain constant and the shareholders will not be subject to further dilution based upon the extent to which the underwriter's over-allotment is exercised. This information is inconsistent with your dilution table illustrating an increase in dilution when the over-allotment is not exercised. For reference please see Item 1603(a)(6) of Regulation S-K.

 RESPONSE: The Company has revised
the disclosure on the cover page to the Amended Registration Statement in accordance with the Staff's comment.

 Prospectus Summary, page 1

 3.
 We acknowledge your response to prior comment 9 and amended disclosure. We note your definition for the term ‘permitted withdrawal' references Sections 1 (i), 1 (j), and 1 (k) of the Investment Management Trust Agreement. As the definition you have provided in the prospectus references information outside the prospectus, please revise here to clearly explain or define the term ‘permitted withdrawal,' which may affect the amount shareholders will receive upon redemption of their shares. Please see Securities Act Rule 411(a).

 RESPONSE: The Company has revised
the definition of "permitted withdrawal" in accordance with the Staff's comment.

 Prior SPAC Experience, page 14

 4.
 We acknowledge your response to prior comment 4 and amended disclosure. Please revise to describe the current status of Haymaker Acquisition Corp. 4 and Berto Acquisition Corp, including whether it is pending a de-SPAC transaction, still searching for a target, or has liquidated, as requested in the prior comment.

 RESPONSE: The Company has revised
the disclosure on pages 15 and 16 of the Amended Registration Statement in accordance with the Staff's comment.

 July 22, 2025 Page 3

 The Offering

 Permitted purchases of public shares by our affiliates, page 41

 5.
 We acknowledge your response to prior comment 7 and amended disclosure. We continue to note disclosures on page 41 stating that there is no restriction on the price that your sponsor and affiliates may pay for such purchases. We also note your revised disclosure that stating if your sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through your redemption process. Please revise these disclosures to reconcile the inconsistency.

 RESPONSE: The Company has revised
the disclosure on page 41 of the Amended Registration Statement in accordance with the Staff's comment.

 Risk Factors

 We may approve an amendment or waiver of the letter agreement ..., page 79

 6.
 We acknowledge your response to prior comment 10 and amended disclosure identifying the parties to whom sponsor interests may be transferred; however, you do not describe the circumstances or arrangements under which the sponsor members may transfer their sponsor interests, thereby indirectly transferring your securities (i.e., the founder shares, private units and components thereof). If there are no limitations on transfers of sponsor interests other than as to permitted transferees, please clarify. See Item 1603(a)(6) of Regulation S-K.

 RESPONSE: The Company has revised
the disclosure on page 79 of the Amended Registration Statement in accordance with the Staff's comment.

 Please do not hesitate to contact Giovanni Caruso at (212) 407-4866 or Alexandria Kane at (212) 407-4017 at Loeb & Loeb LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ Loeb & Loeb LLP

 Loeb & Loeb LLP

 cc:
 Charles T. Cassel III

<DOCUMENT>
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<TEXT>
 July 18, 2025

Charles T. Cassel , III
Chief Executive Officer
CSLM Digital Asset Acquisition Corp III, Ltd
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308

 Re: CSLM Digital Asset Acquisition Corp III, Ltd
 Amendment No.1 to Registration Statement on Form S-1
 Filed July 8, 2025
 File No. 333-288156
Dear Charles T. Cassel III:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our July 2, 2025
letter.

Amendment No.1 to Registration Statement on Form S-1 filed July 8, 2025
Cover Page

1. We acknowledge your response to prior comment 1 and amended disclosure
that the
 shares redeemed in connection with a charter amendment will not be
subtracted from
 the number of shares used to determine the 25% founder share interest.
This
 disclosure appears to be relevant to the anti-dilution provision of the
founder share
 conversion at the time of the business combination, which is discussed
in the
 subsequent paragraph. Please revise the location of this information
accordingly. In
 addition, please clearly highlight that you will not subtract shares
redeemed in a
 charter amendment, but you will subtract shares redeemed in the business
 combination in applying the anti-dilution mechanism of the founder share
conversion.
 July 18, 2025
Page 2
2. Please revise the statement that as a result of any adjustment to the
founder shares by
 way of their surrender, the percentage of the founder shares will remain
constant and
 the shareholders will not be subject to further dilution based upon the
extent to which
 the underwriter's over-allotment is exercised. This information is
inconsistent with
 your dilution table illustrating an increase in dilution when the
over-allotment is not
 exercised. For reference please see Item 1603(a)(6) of Regulation S-K.
Prospectus Summary, page 1

3. We acknowledge your response to prior comment 9 and amended disclosure.
We note
 your definition for the term 'permitted withdrawal' references Sections
1 (i) , 1 (j) ,
 and 1 (k) of the Investment Management Trust Agreement. As the
definition you have
 provided in the prospectus references information outside the
prospectus, please
 revise here to clearly explain or define the term 'permitted
withdrawal,' which may
 affect the amount shareholders will receive upon redemption of their
shares. Please
 see Securities Act Rule 411(a).
Prior SPAC Experience , page 14

4. We acknowledge your response to prior comment 4 and amended disclosure.
Please
 revise to describe the current status of Haymaker Acquisition Corp. 4
and Berto
 Acquisition Corp, including whether it is pending a de-SPAC transaction,
still
 searching for a target, or has liquidated, as requested in the prior
comment.
The Offering
Permitted purchases of public shares by our affiliates, page 41

5. We acknowledge your response to prior comment 7 and amended disclosure.
 We continue to note disclosures on page 41 stating that there is no
restriction on the
 price that your sponsor and affiliates may pay for such purchases. We
also note your
 revised disclosure that stating if your sponsor, initial shareholders,
directors, officers,
 advisors or their affiliates were to purchase shares from public
shareholders, they
 would do so at a price no higher than the price offered through your
redemption
 process. Please revise these disclosures to reconcile the inconsistency.
Risk Factors
We may approve an amendment or waiver of the letter agreement ..., page 79

6. We acknowledge your response to prior comment 10 and amended disclosure
 identifying the parties to whom sponsor interests may be transferred;
however, you do
 not describe the circumstances or arrangements under which the sponsor
members
 may transfer their sponsor interests, thereby indirectly transferring
your securities
 (i.e., the founder shares, private units and components thereof). If
there are no
 limitations on transfers of sponsor interests other than as to permitted
transferees,
 please clarify. See Item 1603(a)(6) of Regulation S-K.

 Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pamela Long at 202-551-3765 with
any other
questions.
 July 18, 2025
Page 3

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
cc: Giovanni Caruso
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Alexandria Kane
 Partner
 345 Park Avenue New York, NY 10154
 Direct 212.407.4017 Main 212.407.4000 Fax 212.937.3943 akane@loeb.com

 July 7, 2025

 Division of Corporation Finance

 Office of Real Estate and Construction

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Kellie Kim

 Isaac Esquivel

 Pearlyne Paulemon

 Pamela Long.

 Via Edgar

 Re:
 CSLM Digital Asset Acquisition Corp III, Ltd

 Registration Statement on Form S-1
Filed June 18, 2025
File No. 333-288156

 Ladies and Gentlemen:

 On behalf of our client, CSLM Digital Asset Acquisition
Corp III, Ltd, a Cayman Islands exempted company (formerly known as, CSLM Acquisition Corporation II, Ltd) (the "Company"),
we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " SEC ")
this letter setting forth the Company's response to the comments contained in the Staff's letter dated July 2, 2025 (the
" Comment Letter ") regarding the Company's Registration Statement on Form S-1, as amended (the " Registration
Statement ").

 Concurrent herewith, the Company is submitting via EDGAR an Amended Registration Statement on Form S-1 (the " Amended Registration Statement "), which reflects the Company's responses to the Comment Letter and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth below refer to the page numbers in the Amendment Registration Statement. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in the Amended Registration Statement.

 July 7, 2025 Page 2

 Registration Statement on Form S-1 filed June 18, 2025 Cover Page

 1.
 We acknowledge your response to prior comment 1 and amended disclosure. Please further
 revise to disclose how you will maintain a founder share interest of 25% if you increase
 or decrease the size of the offering pursuant to Rule 462(b). In this regard, we note disclosure on page 5 and elsewhere in the prospectus
 that you may issue a dividend of additional founder shares to the sponsor. Additionally,
 on the cover and page 5, please discuss whether this may result in a material dilution
 of the purchasers' equity interests. Please see Items 1602(a)(3), 1602(b)(6) and 1603(a)(6) of Regulation
 S-K.

 RESPONSE: We have revised the disclosure
on the cover page and pages 6, 31, 34, 35, 92, 123, 130, 175 and 181 in accordance with the Staff's comment.

 Our Sponsor, page 4

 2.
 With respect to prior comments 8 and 9, the significance of the roles and responsibilities
 of CIM and Meteora to the company in connection with the offering is somewhat unclear,
 in part because they are not discussed with equal prominence. For example, Meteora
 is discussed on the cover page while CIM is not. However, you have included a specific
 discussion of CIM under its own subheading on page 6 in the summary between "Our Sponsor"
 and "Our Management Team," but you do not have a similar subsection for Meteora.

 In addition, on the cover page and on page 5 you disclose that Meteora will act as
 an advisor to the company in connection with the offering, but have not clearly stated
 whether it will also act as an advisor to the company in connection with the search
 for a target or business combination, while disclosure on page 5 states that Meteora
 will provide resources to streamline the business combination process. Disclosure
 on page 16 states that both Meteora's and Consilium's role with respect to your company is expected to be "primarily passive and advisory"
 in nature.

 Disclosure on page 6 gives information about Consilium, but does not address its advisory
 or consulting role in the offering or in the search for a target or completion of
 an initial business combination. We do note disclosure on page 5 that you will not
 compensate CIM for "general diligence, administrative and advisory support that [you]
 may receive in the sourcing of potential targets for [your] initial business combination
 or in its general role as advisor," but you have not discussed whether CIM will have
 any specific role an advisor or whether it is actually expected to provide the uncompensated
 services and support that you cite.

 Please revise your disclosures to clarify the specific roles and responsibilities,
 if any, of each of CIM and Meteora with respect to the offering, the search for a
 target and completion of an initial business combination, whether there is any difference
 or distinction between their roles, and whether they will have any role or responsibility
 in directing or managing your activities. Please refer to Item 1603(a)(4) of Regulation
 S-K.

 RESPONSE: We have revised the disclosure
on the cover page and pages 5, 6, 7, 133 and 134, in accordance with the Staff's comment.

 July 7, 2025 Page 3

 Sponsor Securities and Compensation, page 5

 3.
 We note that you have revised disclosure to state that you will be paying your sponsor
 an Administrative Services Fee of $30,000 per month; however, the form of Administrative
 Services Agreement filed as Exhibit 10.7 reflects compensation of $20,000 per month.
 Please revise the disclosure or the agreement, as appropriate, for consistency.

 RESPONSE: We have revised the disclosure in Exhibit 10.7 to reflect the Administrative Services
 Fee of $30,000 per month, in accordance with the Staff's comment.

 Prior SPAC Experience, page 13

 4.
 In the disclosure you have provided in response to prior comment 4, please describe the current status of Haymaker Acquisition Corp. 4, including whether it is pending a de-SPAC transaction, still searching for a target, or has liquidated, as requested in the prior comment. We also note that Haymaker Acquisition Corp. IV filed and withdrew a registration statement in 2022, while Haymaker Acquisition Corp. 4 completed its IPO in 2023. Finally, please ensure that you have described or included a cross reference to a description of the experience of the sponsor and sponsor's affiliates and the extent to which they are involved in other SPACs. We note that you refer to members of your management team and have explicitly excluded your advisor in the introductory language in this section.

 RESPONSE: We have revised the
 disclosure on pages 15 and 16 in accordance with the Staff's comment.

 The Offering Founder Shares, page 29

 5.
 We acknowledge your response to prior comment 7 and amended disclosure. Please revise
 disclosure on page 31 that continues to state that all matters submitted to a vote
 by the directors will require the affirmative vote of the class A ordinary shares
 held only by the "sole director." Please also clarify, if true, that the sponsor has
 only two classes of shares, or explain what the Class C shares represent.

 RESPONSE: We have revised the disclosure on page 33 in accordance with the Staff's comment.

 July 7, 2025 Page 4

 Conversion of founder shares and anti-dilution right, page 32

 6.
 We acknowledge your response and revisions to prior comment 10. Please revise to clarify
 here and on the cover page, whether shares redeemed in connection with charter amendments
 will also be subtracted from the number of shares that will be used to determine the
 25% founder share interest.

 RESPONSE: We have revised the disclosure
on the cover page and page 36 accordance with the Staff's comment.

 The Offering Permitted purchases of public shares by our affiliates, page 39

 7.
 We acknowledge your response to prior comment 11 and amended disclosure. We continue
 to note disclosures on page 39 stating that there is no restriction on the price that
 your sponsor and affiliates may pay for such purchases. Please revise these disclosures
 to explain how any such purchases would comply with Rule 14e-5, with reference to Tender Offer Rules and Schedules C&DI 166.01. Please also
 revise the cross-referenced section "Proposed Business – Initial Business Combination"
 to discuss how such persons will determine the shareholders from whom they would seek
 to acquire shares and revise to explain how such purchases would comply with Rule 14e-5.

 RESPONSE: We have revised the disclosure
on pages 41, 42, 151, 152 and 158 in accordance with the Staff's comment.

 Conflicts of Interest, page 41

 8.
 We acknowledge your response to prior comment 12 and amended disclosure. Please expand
 your disclosures here and on page 164 to describe all actual or potential material
 conflicts with purchasers in the offering relating to compensation, loan repayments
 and other financial interests of the sponsor, its affiliates and promoters in completing
 any its initial business combination within the allotted time, as well as the fact
 that the company may pursue a business combination transaction with a target that
 is affiliated with the sponsor, its affiliates or promoters. Please see Item 1602(b)(7)
 and Item 1603(b) of Regulation S-K.

 RESPONSE: We have revised the disclosure
on pages 48, 49, 50, 173 and 174 in accordance with the Staff's comment.

 July 7, 2025 Page 5

 If our initial business combination involves a company organized under the laws of
 the United States ..., page 63

 9.
 Disclosure on page 63 of the prospectus states that you may use interest earned on
 the proceeds in the trust account to cover any possible excise tax. However, paragraph 1(j) of the Investment Management Trust Agreement only permits the company to withdraw interest to cover any income tax obligations.
 Please reconcile. In addition, please revise the prospectus to clearly explain or
 define the term ‘permitted withdrawal,' which may affect the amount shareholders will receive upon redemption of their shares.

 RESPONSE: We have revised paragraph
1(j) of the Investment Management Trust Agreement, and defined "permitted withdrawal" on page 4 of the prospectus, in accordance
with the Staff's comment.

 Risk Factors We may approve an amendment or waiver of the letter agreement ..., page 72

 10.
 Please revise to clarify whether the letter agreement contains restrictions on the transfer of Sponsor membership interests, as
 indirect transfers of your securities, which is suggested in the current disclosure.
 We also note disclosure on page 193 that pursuant to a formation agreement the sponsor
 interests can only be transferred to directors and officers of the company, sponsor
 affiliates, or in connection with estate planning transfers. If the Sponsor, its affiliates, and promoters can indirectly transfer your securities,
 including through the transfer of Sponsor membership interests, please disclose the
 circumstances or arrangements under which such transfers can be made. Please see Item
 1603(a)(6) of Regulation S-K.

 RESPONSE: We have revised the disclosure on page 79 in accordance with the Staff's comment.

 Use of Proceeds, page 113

 11.
 We note amounts reflected in "Total net proceeds (after estimated reimbursed offering
 expenses)" do not foot and do not actually represent total net proceeds for both options
 presented in your Use of Proceeds table. We also note the amounts reflected in "Not
 held in the trust account from this offering" do not agree to the totals under "Use
 of cash not held in the trust account" for each option. Please revise your table to
 address these discrepancies, or advise. Additionally, please ensure information from
 your Use of Proceeds table and related information is updated consistently throughout
 the filing, including but not limited to information disclosed on pages 59, 78, 88
 and 94.

 RESPONSE: We have revised the disclosure
on pages 65, 85, 95, 101 and 120 in accordance with the Staff's comment.

 July 7, 2025 Page 6

 Please do not hesitate to contact Giovanni Caruso at (212) 407-4866 or Alexandria Kane at (212) 407-4017 at Loeb & Loeb LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ Loeb & Loeb LLP
 Loeb & Loeb LLP

 cc:
 Charles T. Cassel III

 Giovanni Caruso, Esq.

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<TEXT>
 July 2, 2025

Charles T. Cassel , III
Chief Executive Officer
CSLM Digital Asset Acquisition Corp III, Ltd
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308

 Re: CSLM Digital Asset Acquisition Corp III, Ltd
 Registration Statement on Form S-1
 Filed June 18, 2025
 File No. 333-288156
Dear Charles T. Cassel III:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 10,
2025 letter.

Registration Statement on Form S-1 filed June 18, 2025
Cover Page

1. We acknowledge your response to prior comment 1 and amended disclosure.
Please
 further revise to disclose how you will maintain a founder share
interest of 25% if you
 increase or decrease the size of the offering pursuant to Rule 462(b).
In this regard, we
 note disclosure on page 5 and elsewhere in the prospectus that you may
issue a
 dividend of additional founder shares to the sponsor. Additionally, on
the cover and
 page 5, please discuss whether this may result in a material dilution of
the purchasers
 equity interests. Please see Items 1602(a)(3), 1602(b)(6) and 1603(a)(6)
of Regulation
 S-K.
 July 2, 2025
Page 2
Our Sponsor, page 4

2. With respect to prior comments 8 and 9, the significance of the roles
and
 responsibilities of CIM and Meteora to the company in connection with
the offering is
 somewhat unclear, in part because they are not discussed with equal
prominence. For
 example, Meteora is discussed on the cover page while CIM is not.
However, you
 have included a specific discussion of CIM under its own subheading on
page 6 in the
 summary between "Our Sponsor" and "Our Management Team," but you do not
have
 a similar subsection for Meteora.

 In addition, on the cover page and on page 5 you disclose that Meteora
will act as an
 advisor to the company in connection with the offering, but have not
clearly stated
 whether it will also act as an advisor to the company in connection with
the search for
 a target or business combination, while disclosure on page 5 states that
Meteora will
 provide resources to streamline the business combination process.
Disclosure on page
 16 states that both Meteora's and Consilium's role with respect to your
company is
 expected to be "primarily passive and advisory" in nature.

 Disclosure on page 6 gives information about Consilium, but does not
address its
 advisory or consulting role in the offering or in the search for a
target or completion of
 an initial business combination. We do note disclosure on page 5 that
you will not
 compensate CIM for "general diligence, administrative and advisory
support that
 [you] may receive in the sourcing of potential targets for [your]
initial business
 combination or in its general role as advisor," but you have not
discussed whether
 CIM will have any specific role an advisor or whether it is actually
expected to
 provide the uncompensated services and support that you cite.

 Please revise your disclosures to clarify the specific roles and
responsibilities, if any,
 of each of CIM and Meteora with respect to the offering, the search for
a target and
 completion of an initial business combination, whether there is any
difference or
 distinction between their roles, and whether they will have any role or
responsibility
 in directing or managing your activities. Please refer to Item
1603(a)(4) of Regulation
 S-K.
Sponsor Securities and Compensation, page 5

3. We note that you have revised disclosure to state that you will be
paying your sponsor
 an Administrative Services Fee of $30,000 per month; however, the form
of
 Administrative Services Agreement filed as Exhibit 10.7 reflects
compensation of
 $20,000 per month. Please revise the disclosure or the agreement, as
appropriate, for
 consistency.
Prior SPAC Experience, page 13

4. In the disclosure you have provided in response to prior comment 4,
please describe
 the current status of Haymaker Acquisition Corp. 4, including whether it
is pending a
 de-SPAC transaction, still searching for a target, or has liquidated, as
requested in the
 prior comment. We also note that Haymaker Acquisition Corp. IV filed and
withdrew
 a registration statement in 2022, while Haymaker Acquisition Corp. 4
completed its
 July 2, 2025
Page 3

 IPO in 2023. Finally, please ensure that you have described or included
a cross
 reference to a description of the experience of the sponsor and
sponsor's affiliates and
 the extent to which they are involved in other SPACs. We note that you
refer to
 members of your management team and have explicitly excluded your
advisor in the
 introductory language in this section.
The Offering
Founder Shares, page 29

5. We acknowledge your response to prior comment 7 and amended disclosure.
Please
 revise disclosure on page 31 that continues to state that all matters
submitted to a vote
 by the directors will require the affirmative vote of the class A
ordinary shares held
 only by the sole director. Please also clarify, if true, that the
sponsor has only two
 classes of shares, or explain what the Class C shares represent.
Conversion of founder shares and anti-dilution right, page 32

6. We acknowledge your response and revisions to prior comment 10. Please
revise to
 clarify here and on the cover page, whether shares redeemed in
connection with
 charter amendments will also be subtracted from the number of shares
that will be
 used to determine the 25% founder share interest.
The Offering
Permitted purchases of public shares by our affiliates, page 39

7. We acknowledge your response to prior comment 11 and amended disclosure.
We
 continue to note disclosures on page 39 stating that there is no
restriction on the price
 that your sponsor and affiliates may pay for such purchases. Please
revise these
 disclosures to explain how any such purchases would comply with Rule
14e-5, with
 reference to Tender Offer Rules and Schedules C&DI 166.01. Please also
revise the
 cross-referenced section "Proposed Business -- Initial Business
Combination" to
 discuss how such persons will determine the shareholders from whom they
would
 seek to acquire shares and revise to explain how such purchases would
comply with
 Rule 14e-5.
Conflicts of Interest, page 41

8. We acknowledge your response to prior comment 12 and amended disclosure.
Please
 expand your disclosures here and on page 164 to describe all actual or
potential
 material conflicts with purchasers in the offering relating to
compensation, loan
 repayments and other financial interests of the sponsor, its affiliates
and promoters in
 completing any its initial business combination within the allotted
time, as well as the
 fact that the company may pursue a business combination transaction with
a target
 that is affiliated with the sponsor, its affiliates or promoters. Please
see Item
 1602(b)(7) and Item 1603(b) of Regulation S-K.
If our initial business combination involves a company organized under the laws
of the
United States ..., page 63

9. Disclosure on page 63 of the prospectus states that you may use interest
earned on the
 proceeds in the trust account to cover any possible excise tax. However,
paragraph
 July 2, 2025
Page 4

 1(j) of the Investment Management Trust Agreement only permits the
company to
 withdraw interest to cover any income tax obligations. Please reconcile.
In addition,
 please revise the prospectus to clearly explain or define the term
'permitted
 withdrawal,' which may affect the amount shareholders will receive upon
redemption
 of their shares.
Risk Factors
We may approve an amendment or waiver of the letter agreement . . ., page 72

10. Please revise to clarify whether the letter agreement contains
restrictions on the
 transfer of Sponsor membership interests, as indirect transfers of your
securities,
 which is suggested in the current disclosure. We also note disclosure on
page 193 that
 pursuant to a formation agreement the sponsor interests can only be
transferred to
 directors and officers of the company, sponsor affiliates, or in
connection with estate
 planning transfers. If the Sponsor, its affiliates, and promoters can
indirectly transfer
 your securities, including through the transfer of Sponsor membership
interests, please
 disclose the circumstances or arrangements under which such transfers
can be made.
 Please see Item 1603(a)(6) of Regulation S-K.
Use of Proceeds, page 113

11. We note amounts reflected in "Total net proceeds (after estimated
reimbursed offering
 expenses)" do not foot and do not actually represent total net proceeds
for both
 options presented in your Use of Proceeds table. We also note the
amounts reflected
 in "Not held in the trust account from this offering" do not agree to
the totals under
 "Use of cash not held in the trust account" for each option. Please
revise your table to
 address these discrepancies, or advise. Additionally, please ensure
information from
 your Use of Proceeds table and related information is updated
consistently throughout
 the filing, including but not limited to information disclosed on pages
59, 78, 88 and
 94.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pamela Long at 202-551-3765 with
any other
questions.

 Sincerely,
 July 2, 2025
Page 5

 Division of Corporation Finance
 Office of Real Estate & Construction
cc: Giovanni Caruso
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Alexandria E. Kane
 Partner
 345 Park Avenue New York, NY 10154
 Direct 212.407.4017 Main 212.407.4000 akane@loeb.com

 June 18, 2025

 Division of Corporation Finance

 Office of Real Estate and Construction

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Kellie Kim

 Isaac Esquivel

 Pearlyne Paulemon

 Pamela Long.

 Via Edgar

 Re:
 CSLM Digital Asset Acquisition Corp III, Ltd

 (formerly known as CSLM Acquisition Corp II, Ltd) Draft Registration Statement on Form S-1 Submitted May 15, 2025 CIK No. 0002068454

 Ladies and Gentlemen:

 On behalf of our client, CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company (formerly known as, CSLM Acquisition Corporation II, Ltd) (the "Company"), we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " SEC ") this letter setting forth the Company's response to the comments contained in the Staff's letter dated June 10, 2025 (the " Comment Letter " ) regarding the Company's Draft Registration Statement on Form S-1 (the " Registration Statement ").

 Concurrent herewith, the Company is submitting via EDGAR an Amended Draft Registration Statement on Form S-1 (the " Amended Registration Statement "), which reflects the Company's responses to the Comment Letter and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth below refer to the page numbers in the Amendment Registration Statement. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in the Amended Registration Statement.

 June 18, 2025 Page 2

 Draft Registration Statement on Form S-1 submitted May 15, 2025 Cover Page

 1.
 We note disclosures on page 83 and elsewhere that if you increase or decrease the size of the offering, you will effect a capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to your founder shares in such amount so that the founder shares will continue to represent 25% of your issued and outstanding ordinary shares upon consummation of the offering. Please discuss these provisions and whether they may result in a material dilution of the purchasers' equity interests on the cover page and in the discussions of securities that may become issuable to the sponsor in the section entitled "Our Sponsor" on page 4.

 RESPONSE: We have revised the disclosure
on the cover page and pages 5 and 32, in accordance with the Staff's comment.

 2.
 We note your disclosure regarding the limitation on redemption rights of shareholders holding 15% or more of the shares sold in the offering. Please revise your cover page to also describe the limitation on redemptions if they would cause your net tangible assets to be less than $5,000,001, as disclosed on page 47 and elsewhere in your prospectus.

 RESPONSE: The $5,000,001 net
tangible asset requirement will not be included in the Company's Amended and Restated Memorandum and Articles of Association and has
been removed from pages 51, 70, 118, 145, and 148 and as a result, such disclosure has been revised in accordance with the Staff's
comment.

 3.
 We note your disclosure that non-managing sponsor investors will have no obligation to vote any of their public shares in favor of your initial business combination, but that if they purchase all of the public units in which they have expressed interest or otherwise hold a substantial number of public units they will "potentially have different interests than our other public shareholders" in approving a business combination. It would appear that non-managing sponsor investors would have different interests than public shareholders regardless of the number of public shares they own due to their interest in founder shares and private units. Please revise to clarify here and throughout the prospectus where you state that non-managing sponsor investors have no obligation to vote any public shares in favor of a business combination.

 RESPONSE : We have revised the cover
page, and pages 27, 30, 35 and 40, in accordance with the Staff's comment.

 Prospectus Summary, page 1

 4.
 We note your disclosure here and on the cover page that your management team and board members have looked at over a thousand acquisition targets over the past decade and that CSLM Acquisition Corp. has entered into a definitive agreement with Fusemachines. If your sponsor, its affiliates, promoters and management team have experience in organizing or are involved in any other special purpose acquisition companies, please disclose. This should include disclosure regarding completed business combinations, liquidated SPACs, pending de-SPAC transaction and any SPACs still searching for a target.

 RESPONSE : We have revised the disclosure
in the Prospectus Summary in accordance with the Staff's comment.

 June 18, 2025 Page 3

 Our Sponsor, page 4

 5.
 In your compensation table here and on pages 28 and 130, please revise to include both the anti-dilution adjustment of the founder shares upon conversion at the time of the business combination and any other adjustment to maintain the 25% founder share interest in the event of a change in the size of the offering. Please also revise the table and disclosure on page 153 to reflect that your sponsor and/or one of its affiliates may be paid a finder's fee, advisory fee, consulting fee or success fee, as referenced on the cover page. Lastly, please revise the table to reflect that in addition to the sponsor, an affiliate of the sponsor may be paid a salary or fee in connection with the business combination. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.

 RESPONSE : We have revised the disclosure
on pages 5, and 32, in accordance with the Staff's comment.

 6.
 We note that your sponsor is legally and beneficially owned by (i) Samara CSLM LLC and (ii) Consilium Investment Capital Inc. Consilium Investment Capital Inc. is legally and beneficially owned by Mr. Cassel and Mr. Binder, Samara CSLM LLC, is legally and beneficially owned by Vikas Mittal and as a result, Mr. Cassel, Mr. Binder, and Mr. Mittal may exert a substantial influence. Please revise to disclose the nature and amount of their interests. See Item 1603(a)(7) of Regulation S- K.

 RESPONSE : We have revised the disclosure
on pages 4, 16, 45, 89, 135, in accordance with the Staff's comment.

 7.
 Please revise to clarify the identity of the controlling persons of the sponsor. We note that you disclose the direct and indirect legal and beneficial owners of the sponsor, however disclosure on page 27 also states that management and control of the sponsor is vested exclusively with the "sole director." Please include similar disclosure on page 4 and identify the person who is the sole director. Please see Item 1603(a)(7) of Regulation S-K.

 RESPONSE : We have revised the disclosure
on page 4 in accordance with the Staff's comment.

 Consilium Investment Management LLC, page 5

 8.
 Please explain the material roles and responsibilities of CIM, if any, in directing and managing the company's activities. We note your disclosure on page 4 that given your affiliation with CIM you intend to capitalize on its global platform and investment expertise, and disclosure on page 12 regarding Consilium's potential conflicts of interest. If you have any agreements with CIM or other Consilium entities, please disclose material terms and file them as exhibits. In addition, if CIM has any direct or indirect material interest in the sponsor, please disclose the nature and amount thereof. Refer to Items 1603(a)(4) and 1603(a)(7) of Regulation S-K.

 RESPONSE : We have revised the disclosure
on pages 5, 6, 12, 45, 126, and 127, in accordance with the Staff's comment.

 June 18, 2025 Page 4

 Our Acquisition Process, page 10

 9.
 Disclosure on pages 12 and 82 states that Meteora Capital is expected to have a passive and advisory role with respect to the company, and discusses conflicts of interest in connection with potential opportunities for your initial business combination. Disclosure on the cover page says Meteora will act as a consultant to the company in connection with the offering and will purchase units from the underwriter, and that the sponsor is "supported by" affiliates of Meteora and/or Meteora Capital, LLC. Please revise your disclosures to explain how Meteora supports the sponsor and to elaborate on the services it is expected to provide to the company, and to otherwise describe the material roles and responsibilities of Meteora, if any, in directing and managing your activities. If you have any consulting or other agreement with Meteora, please disclose material terms and file the agreement as an exhibit. In addition, if Meteora has any direct or indirect material interest in the sponsor, please disclose the nature and amount thereof. Refer to Items 1603(a)(4) and 1603(a)(7) of Regulation S-K.

 RESPONSE : We have revised the disclosure
the cover page and pages 5, 126, and 210, in accordance with the Staff's comment.

 Conversion of founder shares and anti-dilution rights, page 30

 10.
 Please revise to clarify, if true, that shares redeemed in connection with an initial business combination will be subtracted from the number of shares that will be used to determine the 25% founder share interest, consistent with your cover page. In addition, clarify here and on the cover page whether shares redeemed in connection with charter amendments will also be subtracted from this sum.

 RESPONSE : We have revised the disclosure
on the cover page and pages 5, 17 and 32, in accordance with the Staff's comment.

 The Offering Permitted purchases of public shares by our affiliates, page 35

 11.
 We note your disclosures here, and under the risk factors entitled "If we seek shareholder approval . . ." on page 52 and "Purchases of public shares in the open market . . ." on page 87 and elsewhere in your prospectus that your sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market transactions from public shareholders and influence a vote in favor of a proposed business combination. We also note disclosure on page 35 stating that there is no limit to the prices that your sponsor and affiliates may pay for such purchases. Please revise these disclosures to explain how any such purchases would comply with Rule 14e-5, with reference to Tender Offer Rules and Schedules C&DI 166.01. Please also revise the cross-referenced section "Proposed Business – Initial Business Combination" to discuss how such persons will determine from which shareholders to seek to acquire shares and revise to explain how such purchases would comply with Rule 14e-5.

 RESPONSE : We have revised the disclosure
on pages 34, 43, 56, 92, and 144, in accordance with the Staff's comment.

 June 18, 2025 Page 5

 Conflicts of Interest, page 40

 12.
 Please expand your disclosures here and on page 157 to describe all such actual or potential material conflicts between the sponsor, its affiliates, or promoters, and purchasers in the offering, including those that may arise in determining whether to pursue a de-SPAC transaction. For example, you should discuss potential material conflicts relating to compensation, the financial interests of the sponsor, its affiliates and promoters in completing any de-SPAC transaction within the allotted time, repayment of loans, as well as the fact that the company may pursue a de-SPAC transaction with a target that is affiliated with the sponsor, its affiliates or promoters. Please see Item 1602(b)(7) and Item 1603(b) of Regulation S-K.

 RESPONSE : We have revised the disclosure
on the cover page and pages 41 and 139, in accordance with the Staff's comment

 13.
 In the table on page 160, please identify any other SPACs to which any of the persons listed have fiduciary duties or contractual obligations, including any that would be affiliates or portfolio companies of CIM.

 RESPONSE : We have revised the disclosure
on page 167, in accordance with the Staff's comment

 Risk Factors, page 46

 14.
 We note the disclosure on page 77 and elsewhere that in order to facilitate your initial business combination or for any other reason determined by your sponsor in its sole discretion, your sponsor may surrender or forfeit, transfer or exchange your founder shares, private units or any of your other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. Please revise this disclosure to also address whether there are any circumstances or arrangements under which the sponsor, its affiliates and promoters could indirectly transfer ownership of the SPAC's securities, such as through the transfer of membership interests in the sponsor by the sponsor members to third parties, as required by Item 1603(a)(6) of Regulation S-K. If so, or if there are no limitations on the possible transfer of sponsor membership interests, please disclose this and add risk factor disclosure regarding the possibility that ownership and control of the sponsor may be transferred to another party or that the sponsor may remove itself as your sponsor before identifying and completing a business combination.

 RESPONSE : We have revised the disclosure
on page 72, in accordance with the Staff's comment

 June 18, 2025 Page 6

 If we are deemed to be an investment company . . ., page 56

 15.
 We note statements such as "[b]y restricting the investment of proceeds to these instruments" you intend to avoid being deemed an investment company, and that you do not believe your anticipated principal activities will subject you to the investment Company Act under the applicable laws and regulations. These statements suggest that by investing funds in U.S. government securities or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act, you will avoid being deemed to be an investment company. Please revise to clarify that you may be deemed to be an investment company at any time, notwithstanding your investment in these securities.

 RESPONSE : We have revised the disclosure on page 61, in accordance with the Staff's comment.

 If our initial business combination involves a company organized under the laws of a state of the United States . . ., page 59

 16.
 Please revise the last sentence of this risk factor to clarify that non-redeeming shareholders could bear the impact of an excise tax.

 RESPONSE : We have revised the disclosure on page 63, in accordance with the Staff's comment.

 Dilution, page 113

 17.
 We note that your dilution calculations for the 25%, 50% and 75% of maximum redemption quartile intervals reflect ordinary shares redeemed based on the entire amount of shares to be sold to public shareholders in this offering. Please revise your dilution calculations to be based on the respective percentages of your maximum redemption threshold as determined in your maximum redemption interval. Refer to Item 1602(a)(4) of Regulation S-K.

 RESPONSE : We have revised the disclosure on page 118, in accordance with the Staff's comment.

 Certain Relationships and related Party Transactions, page 164

 18.
 We note your statements here and throughout the prospectus that there will be no finder's fees, reimbursements or cash payments made by you to your sponsor, directors or officers, or any of their respective affiliates, for services rendered to you prior to or in connection with the completion of your initial business combination. However, we also note your statement on page 133 th

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2025

Charles T. Cassel , III
Chief Executive Officer
CSLM Acquisition Corp II, Ltd
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308

 Re: CSLM Acquisition Corp II, Ltd
 Draft Registration Statement on Form S-1
 Submitted May 15, 2025
 CIK No. 0002068454
Dear Charles T. Cassel III:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted May 15, 2025
Cover Page

1. We note disclosures on page 83 and elsewhere that if you increase or
decrease the size
 of the offering, you will effect a capitalization or a share repurchase
or redemption or
 other appropriate mechanism, as applicable, with respect to your founder
shares in
 such amount so that the founder shares will continue to represent 25% of
your issued
 and outstanding ordinary shares upon consummation of the offering.
Please discuss
 these provisions and whether they may result in a material dilution of
the purchasers'
 equity interests on the cover page and in the discussions of securities
that may become
 issuable to the sponsor in the section entitled "Our Sponsor" on page 4.
2. We note your disclosure regarding the limitation on redemption rights of
shareholders
 holding 15% or more of the shares sold in the offering. Please revise
your cover page
 June 10, 2025
Page 2

 to also describe the limitation on redemptions if they would cause your
net tangible
 assets to be less than $5,000,001, as disclosed on page 47 and elsewhere
in your
 prospectus.
3. We note your disclosure that non-managing sponsor investors will have no
obligation
 to vote any of their public shares in favor of your initial business
combination, but that
 if they purchase all of the public units in which they have expressed
interest or
 otherwise hold a substantial number of public units they will
potentially have
 different interests than our other public shareholders in approving a
business
 combination. It would appear that non-managing sponsor investors would
have
 different interests than public shareholders regardless of the number of
public shares
 they own due to their interest in founder shares and private units.
Please revise to
 clarify here and throughout the prospectus where you state that
non-managing sponsor
 investors have no obligation to vote any public shares in favor of a
business
 combination.
Prospectus Summary, page 1

4. We note your disclosure here and on the cover page that your management
team and
 board members have looked at over a thousand acquisition targets over
the past
 decade and that CSLM Acquisition Corp. has entered into a definitive
agreement with
 Fusemachines. If your sponsor, its affiliates, promoters and management
team have
 experience in organizing or are involved in any other special purpose
acquisition
 companies, please disclose. This should include disclosure regarding
completed
 business combinations, liquidated SPACs, pending de-SPAC transaction and
any
 SPACs still searching for a target.
Our Sponsor, page 4

5. In your compensation table here and on pages 28 and 130, please revise
to include
 both the anti-dilution adjustment of the founder shares upon conversion
at the time of
 the business combination and any other adjustment to maintain the 25%
founder share
 interest in the event of a change in the size of the offering. Please
also revise the table
 and disclosure on page 153 to reflect that your sponsor and/or one of
its affiliates may
 be paid a finder s fee, advisory fee, consulting fee or success fee,
as referenced on the
 cover page. Lastly, please revise the table to reflect that in addition
to the sponsor, an
 affiliate of the sponsor may be paid a salary or fee in connection with
the business
 combination. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.
6. We note that your sponsor is legally and beneficially owned by (i)
Samara CSLM
 LLC and (ii) Consilium Investment Capital Inc. Consilium Investment
Capital Inc. is
 legally and beneficially owned by Mr. Cassel and Mr. Binder, Samara CSLM
LLC, is
 legally and beneficially owned by Vikas Mittal and as a result, Mr.
Cassel,
 Mr. Binder, and Mr. Mittal may exert a substantial influence. Please
revise to
 disclose the nature and amount of their interests. See Item 1603(a)(7)
of Regulation S-
 K.
7. Please revise to clarify the identity of the controlling persons of the
sponsor. We note
 that you disclose the direct and indirect legal and beneficial owners of
the sponsor,
 however disclosure on page 27 also states that management and control of
the sponsor
 June 10, 2025
Page 3

 is vested exclusively with the "sole director." Please include similar
disclosure on
 page 4 and identify the person who is the sole director. Please see Item
1603(a)(7) of
 Regulation S-K.
Consilium Investment Management LLC, page 5

8. Please explain the material roles and responsibilities of CIM, if any,
in directing and
 managing the company s activities. We note your disclosure on page 4
that given your
 affiliation with CIM you intend to capitalize on its global platform and
investment
 expertise, and disclosure on page 12 regarding Consilium s potential
conflicts of
 interest. If you have any agreements with CIM or other Consilium
entities, please
 disclose material terms and file them as exhibits. In addition, if CIM
has any direct or
 indirect material interest in the sponsor, please disclose the nature
and amount thereof.
 Refer to Items 1603(a)(4) and 1603(a)(7) of Regulation S-K.
Our Acquisition Process, page 10

9. Disclosure on pages 12 and 82 states that Meteora Capital is expected to
have a
 passive and advisory role with respect to the company, and discusses
conflicts of
 interest in connection with potential opportunities for your initial
business
 combination. Disclosure on the cover page says Meteora will act as a
consultant to
 the company in connection with the offering and will purchase units from
the
 underwriter, and that the sponsor is supported by affiliates of
Meteora and/or
 Meteora Capital, LLC. Please revise your disclosures to explain how
Meteora
 supports the sponsor and to elaborate on the services it is expected to
provide to the
 company, and to otherwise describe the material roles and
responsibilities of Meteora,
 if any, in directing and managing your activities. If you have any
consulting or other
 agreement with Meteora, please disclose material terms and file the
agreement as an
 exhibit. In addition, if Meteora has any direct or indirect material
interest in the
 sponsor, please disclose the nature and amount thereof. Refer to Items
1603(a)(4) and
 1603(a)(7) of Regulation S-K.
Conversion of founder shares and anti-dilution rights, page 30

10. Please revise to clarify, if true, that shares redeemed in connection
with an initial
 business combination will be subtracted from the number of shares that
will be used to
 determine the 25% founder share interest, consistent with your cover
page. In
 addition, clarify here and on the cover page whether shares redeemed in
connection
 with charter amendments will also be subtracted from this sum.
The Offering
Permitted purchases of public shares by our affiliates, page 35

11. We note your disclosures here, and under the risk factors entitled "If
we seek
 shareholder approval . . ." on page 52 and "Purchases of public shares
in the open
 market . . ." on page 87 and elsewhere in your prospectus that your
sponsor, directors,
 officers, advisors or their affiliates may purchase shares in privately
negotiated
 transactions or in the open market transactions from public shareholders
and influence
 a vote in favor of a proposed business combination. We also note
disclosure on page
 35 stating that there is no limit to the prices that your sponsor and
affiliates may pay
 June 10, 2025
Page 4

 for such purchases. Please revise these disclosures to explain how any
such purchases
 would comply with Rule 14e-5, with reference to Tender Offer Rules and
Schedules
 C&DI 166.01. Please also revise the cross-referenced section "Proposed
Business --
 Initial Business Combination" to discuss how such persons will determine
from which
 shareholders to seek to acquire shares and revise to explain how such
purchases would
 comply with Rule 14e-5.
Conflicts of Interest, page 40

12. Please expand your disclosures here and on page 157 to describe all such
actual or
 potential material conflicts between the sponsor, its affiliates, or
promoters, and
 purchasers in the offering, including those that may arise in
determining whether to
 pursue a de-SPAC transaction. For example, you should discuss potential
material
 conflicts relating to compensation, the financial interests of the
sponsor, its affiliates
 and promoters in completing any de-SPAC transaction within the allotted
time,
 repayment of loans, as well as the fact that the company may pursue a
de-SPAC
 transaction with a target that is affiliated with the sponsor, its
affiliates or promoters.
 Please see Item 1602(b)(7) and Item 1603(b) of Regulation S-K.
13. In the table on page 160, please identify any other SPACs to which any
of the persons
 listed have fiduciary duties or contractual obligations, including any
that would be
 affiliates or portfolio companies of CIM.
Risk Factors, page 46

14. We note the disclosure on page 77 and elsewhere that in order to
facilitate your initial
 business combination or for any other reason determined by your sponsor
in its sole
 discretion, your sponsor may surrender or forfeit, transfer or exchange
your founder
 shares, private units or any of your other securities, including for no
consideration, as
 well as subject any such securities to earn-outs or other restrictions,
or otherwise
 amend the terms of any such securities or enter into any other
arrangements with
 respect to any such securities. Please revise this disclosure to also
address whether
 there are any circumstances or arrangements under which the sponsor, its
affiliates
 and promoters could indirectly transfer ownership of the SPAC's
securities, such as
 through the transfer of membership interests in the sponsor by the
sponsor members to
 third parties, as required by Item 1603(a)(6) of Regulation S-K. If so,
or if there are no
 limitations on the possible transfer of sponsor membership interests,
please disclose
 this and add risk factor disclosure regarding the possibility that
ownership and control
 of the sponsor may be transferred to another party or that the sponsor
may remove
 itself as your sponsor before identifying and completing a business
combination.

If we are deemed to be an investment company . . . , page 56

15. We note statements such as "[b]y restricting the investment of proceeds
to these
 instruments" you intend to avoid being deemed an investment company, and
that you
 do not believe your anticipated principal activities will subject you to
the investment
 Company Act under the applicable laws and regulations. These statements
suggest
 that by investing funds in U.S. government securities or money market
funds meeting
 the conditions of Rule 2a-7 of the Investment Company Act, you will
avoid being
 June 10, 2025
Page 5

 deemed to be an investment company. Please revise to clarify that you
may be
 deemed to be an investment company at any time, notwithstanding your
investment in
 these securities.
If our initial business combination involves a company organized under the laws
of a state of
the United States . . ., page 59

16. Please revise the last sentence of this risk factor to clarify that
non-redeeming
 shareholders could bear the impact of an excise tax.
Dilution, page 113

17. We note that your dilution calculations for the 25%, 50% and 75% of
maximum
 redemption quartile intervals reflect ordinary shares redeemed based on
the entire
 amount of shares to be sold to public shareholders in this offering.
Please revise your
 dilution calculations to be based on the respective percentages of your
maximum
 redemption threshold as determined in your maximum redemption interval.
Refer to
 Item 1602(a)(4) of Regulation S-K.
Certain Relationships and related Party Transactions, page 164

18. We note your statements here and throughout the prospectus that there
will be no
 finder s fees, reimbursements or cash payments made by you to your
sponsor,
 directors or officers, or any of their respective affiliates, for
services rendered to
 you prior to or in connection with the completion of your initial
business combination.
 However, we also note your statement on page 133 that, if you agree to
pay your
 sponsor or a member of our management team a finder s fee, advisory
fee, consulting
 fee or success fee in order to effectuate the completion of your initial
business
 combination, such persons may have a conflict of interest. Please
reconcile the
 inconsistency or advise.
General

19. Please revise your prospectus to address inconsistencies throughout
regarding the
 initial shareholders' waiver of redemption rights with respect to
founder shares,
 private shares and public shares it holds in connection with a business
combination or
 charter amendment, and with respect to founder shares and private shares
with respect
 to a liquidation if you do not complete a business combination during
the completion
 window.
 Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pamela Long at 202-551-3765 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 June 10, 2025
Page 6

 Office of Real Estate & Construction
cc: Giovanni Caruso
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